§ 105. Branch offices; prohibition against doing business at
unauthorized places. 1. (a) No bank or trust company or officer,
director, agent or employee thereof, shall transact any part of its
usual business of banking at any place other than its principal office,
except that a bank or trust company may open and occupy one or more
branch offices at any location in the state, provided: (i) that the
requirements of section twenty-nine of this chapter are met and (ii)
that, except for the city or village in which its principal office is
located, in no event shall a branch be opened and occupied pursuant to
this subdivision in a city or village with a population of fifty
thousand or less in which is already located the principal office of
another bank, trust company or national banking association, other than
a bank holding company, if such bank holding company is a banking
institution, or a banking subsidiary of a bank holding company (as such
terms "bank holding company", "banking institution" and "banking
subsidiary" are defined in section one hundred forty-one of this
chapter) except that the definition of "bank holding company" is
modified to change the phrase "a banking institution" wherever it
appears therein to "two or more banking institutions" and the definition
of "banking institution" is modified to add a national banking
association, the principal office of which institution is located in
this state, except, in the case of a conversion pursuant to the
provisions of this article, branch offices occupied immediately prior
thereto or except for the purpose of acquiring by merger, sale or
otherwise the business and property of a bank, trust company or national
banking association, whether in liquidation or doing business in the
usual course.

(b) An office of an affiliated bank at which the customers of a bank
or trust company may make deposits, renew time deposits, make
withdrawals, close loans, service loans, and receive payments on loans
and other obligations shall not be deemed a branch office of such bank
or trust company. For the purposes of this section, the term "affiliated
bank" means any bank, as such term is defined in section 3(a)(1) of the
Federal Deposit Insurance Act (12 U.S.C. 1813(a)(1)), that is a
subsidiary of the same bank holding company, as that term is defined in
section 2 of the Bank Holding Company Act (12 U.S.C. 1841).

2. Hereafter before any branch or branches shall be opened and
occupied pursuant to subdivision one of this section the superintendent
shall have given his written approval as provided in article two of this
chapter.

3. (a) Any bank or trust company may with the written approval of the
superintendent, open and occupy a branch office or branch offices in one
or more places located without the state of New York, either in the
United States of America or in foreign countries.

(b) If any bank or trust company has opened and occupied a branch
office in a foreign country pursuant to the provisions of paragraph (a)
of this subdivision, it may, unless otherwise advised by the
superintendent, open and occupy an additional branch office or branch
offices in such country without having to apply for the approval of the
superintendent, provided that it gives the superintendent notice of at
least thirty days (or such shorter period as the superintendent in
individual cases may approve) before opening and occupying any such
additional branch office.

4. The term "village" as used in this section shall mean either an
incorporated or an unincorporated village.

5. (a) A bank or trust company may, if the merger or asset acquisition
is permitted by law, and if the merger or asset acquisition agreement so
provides, maintain as a branch office or branch offices or trust office
or trust offices, the place or places of business of any bank, trust
company, safe deposit company, national banking association,
out-of-state state bank or out-of-state trust company (as such terms are
defined in section two hundred twenty-two of this chapter), savings
bank, or savings and loan association, federal savings bank or federal
savings and loan association which it has received into itself by merger
or by acquisition of assets thereof pursuant to the provisions of this
chapter and, if the merger or acquisition agreement so provides, may
maintain, as its principal office rather than as a branch or trust
office, the principal office of such banking institution with which it
has merged or from which it has acquired assets (so long as such
principal office is located in this state), in which event the former
principal office of the receiving or acquiring bank or trust company may
be maintained as a branch office. A state bank or trust company
resulting from the conversion of a national banking association may, if
the conversion agreement so provides, maintain as a branch office or
branch offices or trust office or trust offices the place or places of
business of the national banking association. As used in this
subdivision, the term "place or places of business" shall include any
branch office or trust office of the banking institution that was
converted, merged or the assets of which were acquired which has been
approved pursuant to this chapter or federal law or the law of another
state, as the case may be, even if such branch office or trust office is
not in operation at the time said merger, asset acquisition or
conversion becomes effective.

(b) Notwithstanding anything to the contrary in paragraph (a) of this
subdivision, any public accommodation office of a merging or acquired
banking organization or association, including any such office which has
been approved pursuant to section one hundred ninety-one of this chapter
but which is not in operation at the time said merger or acquisition
becomes effective, may be maintained by the receiving or acquiring bank
or trust company as a public accommodation office only.